Collection Partner Terms

1. Terms of service

1.1 Definitions

Capitalised words used in these terms of service (Terms) have the meanings given to those words where they are first defined in bold font.

1.2 Creation of contract

These Terms create a binding contract between you and Debtplacer Technologies Pty Ltd ACN 652 229 537 (us, we and Debtplacer). The contract created by these Terms (Contract) governs:

(a) the legal relationship between Debtplacer and you;

(b) your right to access and use our website, mobile application platform and the services delivered via our website and mobile application (collectively, the Debtplacer Platform); and

By creating an account on the Debtplacer Platform (as set out below in clause 3), you are deemed to have accepted these Terms and you acknowledge and agree that these Terms create a binding contract between you and us.

Each time you access and use the Debtplacer Platform, you are bound by these Terms. If you do not agree to these Terms, you must stop using the Debtplacer Platform immediately.

1.3 Updates, variations and amendments

You agree that we may update, vary and/or amend these Terms in our discretion by publishing a notice via the Debtplacer Platform and/or by notifying you in writing. The date on which the relevant update, variation or amendment takes effect will be stated in the publication or notification.

2. How the Debtplacer Platform works

2.1 Platform

The Debtplacer Platform is a digital debt marketplace which facilitates three main activities:

(a) creditors (referred to as Placers) listing details about unpaid debts;

(b) law firms, debt collectors and collection agencies (referred to as Collection Partners) offering their services to assist with the recovery of debts listed by a Placer on the Debtplacer Platform; and

(c) Placers accepting an offer from a Collection Partner for debt collection services on terms and conditions agreed between the Placer and Collection Partner.

Both Placers and Collection Partners are, collectively, referred to as Users of the Debtplacer Platform. All Users access and use the Debtplacer Platform via our website and/or our mobile application. The debts which are listed by Placers are commercial accounts receivable .

More information about how the Debtplacer Platform works can be found here.

2.2 Acknowledgement

You acknowledge that we own and operate the Debtplacer Platform, we do not offer, administer, verify or control any debts listed by Placers on the Debtplacer Platform and we are not a party to any contract, agreement, arrangement or understanding between Placers and Collection Partners. You also acknowledge that we do not:

(a) vet or pre-screen Placers or any information, documentation or content provided by Placers using the Debtplacer Platform nor are we responsible for errors, misdescriptions or misrepresentations in the information, documentation or content provided by Placers using the Debtplacer Platform; and

(b) guarantee that Placers will fulfil their obligations or that they will work with you once an offer is made by you and accepted by the relevant Placer.

3. Creating a Collection Partner account

3.1 Creation of a Collection Partner account

To use the Debtplacer Platform, you must register a Collection Partner account. At our discretion, and subject to functionality, you may create delegated user accounts for your personnel under your Collection Partner account.

3.2 Restrictions on creating a Collection Partner account

You must not create a Collection Partner account unless:

(a) you are lawfully permitted to provide debt collection services;

(b) either:

(i) you are an individual who is 18 years old or older; or

(ii) you are a partnership formed in Australia; or

(iii) you are a corporation which is registered in Australia; and

By creating a Collection Partner account, you are giving the representations and warranties set out in clause 11.1 to us.

3.3 Obligations in relation to Collection Partner accounts

You must:

(a) not register, or attempt to register, more than one account (other than any delegated user accounts);

(b) pay any fees required to be paid under clause 4;

(c) not provide or input any inaccurate, false, misleading or deceptive information when creating your Collection Partner account;

(d) not, when using the Debtplacer Platform, provide or input or upload any inaccurate, false, misleading or deceptive User Content;

(e) do everything reasonably possible to ensure that your Collection Partner account information is accurate, up-to-date and maintained securely (including by protecting the security of your access credentials);

(f) must not allow any other person to use or access your Collection Partner account (other than any delegated users);

(g) be responsible for all activity carried on, or through, the Debtplacer Platform by any person using your Collection Partner account (including all your delegated users and all of your employees, contractors and agents);

(h) must notify us as soon as possible if you know, or you suspect, that the security of your Collection Partner account has been compromised and/or any unauthorised person has accessed and used your Collection Partner account; and

(i) cooperate with us if we need to verify any of your information, including by providing us with copies of identification documents to verify you and your credentials.

3.4 Prohibited uses

You must not use, or allow any other person to use, your Collection Partner account or the Debtplacer Platform:

(a) for any purpose other than to offer your services to assist with the recovery of debts listed by a Placer on the Debtplacer Platform;

(b) as a lead-generation tool or to approach, canvass or solicit any business or custom from a Placer except through the Debtplacer Platform and as permitted by these Terms;

(c) to sell, offer for sale, redistribute, offer to redistribute or otherwise use any User Content or any other information published via the Debtplacer Platform for any commercial purpose without our prior written consent;

(d) to distribute or publish any part of the information published via the Debtplacer Platform (including User Content) on any part of the internet or social media, or other publicly accessible electronic network, or otherwise publish, broadcast, or display any such information in public without our prior written consent; or

(e) to harvest, screen-scrape or otherwise collect information about Placers, including email addresses, without their express written consent.

3.5 Suspension of your Collection Partner account

We may suspend your Collection Partner account at any time if you are in breach of these Terms. If you do not create a Collection Partner account, we may suspend your access to the Debtplacer Platform if we reasonably suspect that you are in breach of these Terms. If we suspend your Collection Partner account or access to the Debtplacer Platform for any reason, we may refuse to provide you with any services, including the right to contact Placers.

3.6 Deleting your Collection Partner account

You may delete your Collection Partner account at any time. When you delete your Collection Partner account, you are deemed to have terminated the Contract. A deleted or suspended Collection Partner account can only be re-registered with our approval (which may be withheld at our discretion). We may delete your Collection Partner account if you have failed to comply with these Terms.

3.7 No transfer

You agree that your Collection Partner account cannot be transferred and you will not attempt to transfer your Collection Partner account to any person.

4. Fees

4.1 Fees

We will charge you fees to use the Debtplacer Platform as calculated at Clause 4.2. All fees paid to us are non-refundable. We reserve the right to vary the fees payable by you at any time, but you will not be obligated to pay any additional fees for any use of the Debtplacer Platform before the date of the variation. The fees which you pay to us are independent of any rates, fees or charges that you may elect to charge to a Placer in connection with any debt collection services that you provide to the Placer. Should you choose to pass on any rates, fees or charges to a Placer which are in connection with the Debtplacer Platform, it is your responsibility as a Collection Partner to ensure the appropriate disclosures are made to the Placer.

4.2 Calculation of fees

In order to maintain your Collection Partner account, you must pay the following fees:

(a) a monthly administration fee of $30.00 (exclusive of GST) (Administration Fee); plus

(b) a marketplace fee (Marketplace Fee) assessed on the total amount of each debt listing awarded to the Collection Partner (Total Debt Amount) and calculated as follows:

(i) Where the Total Debt Amount is equal to or less than $1,000.00

3.00% (exclusive of GST) of the Total Debt Amount

(ii) Where the Total Debt Amount is between $1,000.01 and $10,000.00

$30.00 (exclusive of GST) plus 2.00% (exclusive of GST) for each $1 over $1,000.01;

(iii) Where the Total Debt Amount is between $10,000.01 and $50,000.00

$210.00 (exclusive of GST) plus 1.00% (exclusive of GST) for each $1 over $10,000.01;

(iv) Where the Total Debt Amount is greater than $50,000.01

$610.00 (exclusive of GST) plus 0.50% (exclusive of GST) for each $1 over $50,000.01;

(i) your offer and terms and conditions have been accepted by the Placer.

4.3 Fee adjustments

Should the Marketplace Fee be calculated on any amounts which are the result of User Content containing incorrect or invalid amounts, which have the effect of overstating the Total Debt Amount, Debtplacer will offset any amount of the Marketplace Fee which has been calculated on this incorrect portion of the Marketplace Fee, provided that:

(a) you notify Debtplacer within 30 days from the date your offer was accepted by the Placer; and

(b) Debtplacer is satisfied with the supporting documents and evidence which you have provided.

4.4 Payment of fees

In order to maintain your Collection Partner account, you must pay the:

(a) Administration Fee that will be billed by Debtplacer each month; and

(b) Marketplace Fee that will be billed by Debtplacer on the first business day of every month, which will be due and payable within seven (7) days from invoice date.

4.5 GST

All fees charged by us are exclusive of GST and other sales or indirect taxes, duties, customs and charges imposed or levied by any taxation authority.

5. Making offers to Placers

5.1 Using the Debtplacer Platform

The Debtplacer Platform facilitates interactions between Users but we do not:

(a) handle any money or facilitate the transfer of any money between Users; or

(b) specify the substance or form of contracts entered into between Collection Partners and Placers.

5.2 Making offers

Subject to the subscription level that you selected when creating your Collection Partner account, you are free to make offers to Placers for the collection of debts via the Debtplacer Platform. In doing so, you are offering to provide services to the Placer and you may agree the terms on which you will provide those debt collection services to the Placer.

5.3 Placers may approve or reject any request

After you make an offer to a Placer, that Placer may accept or reject your offer. The receipt of an offer by a Placer does not obligate the Placer to enter into a contract or agreement with you.

5.4 If an offer is accepted

If a Placer accepts your offer, it is then your responsibility to contact the Placer to conclude the agreement for debt collection services.

5.5 Your terms and conditions must be consistent with your offer

(a) The Debtplacer Platform facilitates introductions between Placers and Collection Partners. You may specify that additional terms and conditions apply to the debt collection services which you have offered to perform for a Placer (Collection Partner Terms). Your contract or agreement for services with a Placer will be subject to Collection Partner Terms, so you must disclose the existence of the Collection Partner Terms at the time you offer to perform debt collection services for a Placer via the Debtplacer Platform and you must ensure that the contract or agreement that you enter into with the Placer is substantially consistent with the terms of your offer (as supplemented or varied by the Collection Partner Terms).

(b) You acknowledge that compliance with your obligations specified in clause 5.5(a) is fundamental to maintaining Users’ trust in the Debtplacer Platform and facilitating transparent transactions between Placers and Collection Partners. On that basis, you agree that if we become aware that you have failed to comply with these obligations, we may (without limiting any other rights or remedies) suspend your Collection Partner account in accordance with clause 3.4 or delete your Collection Partner account in accordance with clause 3.6.

5.6 Communications

All communications between Placers and Collection Partners in connection with debts listed on the Debtplacer Platform (including offers and acceptances of offers) must be made via the Debtplacer Platform.

6. User Content

6.1 What is User Content?

In these Terms, User Content means all data, feedback, suggestions, reviews, text, photographs, images, audio and/or audio-visual files, statements, information, communications, invoices, contractual terms, accounts and other content which is transmitted through, posted on, uploaded to or otherwise inputted to the Debtplacer Platform by a User (or delegate of the User). User Content is not confidential.

6.2 Personal information

In these Terms, a reference to the Privacy Laws is taken to be a reference to the Privacy Act 1988 (Cth), the Privacy Regulations 2013 and the Australian Privacy Principles. To the extent that any of your User Content includes personal information (within the meaning of the Privacy Laws) it is your responsibility to ensure that the personal information was collected by you and disclosed by you in a manner and for a purpose that is permitted by the Privacy Laws. You warrant to us that you have, and all times while you are subject to these Terms will, comply with the Privacy Laws.

6.3 No inappropriate content

You must not post, upload or otherwise input into the Debtplacer Platform any User Content which is:

(a) illegal; or

(b) defamatory, offensive, harassing or likely to be construed as defamatory, offensive or harassing; or

(c) advertising that promotes any platform or service which is similar to the Debtplacer Platform or which is in competition to, or likely to compete with, the Debtplacer Platform.

6.4 Ownership of User Content

We do not own any User Content and we do not accept responsibility for any false, inaccurate, misleading or deceptive statement, fact, matter, opinion or representation which is made in or in connection with any User Content. We have the right, but not it the obligation, to remove, delete or suspend any User Content at any time if we become aware that it is unlawful or that it otherwise violates these Terms.

6.5 Licence

You provide us with a perpetual, non-exclusive, worldwide, royalty-free licence (which includes the right for us to sub-licence and transfer our licence) to use, publish, modify and exploit your User Content for the purposes of:

(a) providing the Debtplacer Platform and delivering all services related to the Debtplacer Platform;

(b) improving the Debtplacer Platform and User experiences when using the Debtplacer Platform; and

7. Debtplacer Content

7.1 Debtplacer Content

All information, data, graphics, images, text, copy and other content which is made available by us through the Debtplacer Platform other than any User Content (Debtplacer Content) is or may be protected by copyright law, trade mark law, and/or other laws regulating the ownership, registration and protection of intellectual property rights in Australia. You acknowledge that all intellectual property rights in and to the Debtplacer Content are our exclusive property and/or our licensors (if applicable) and you acknowledge and agree that:

(a) nothing in these Terms transfers to you, or vests in you any legal or beneficial ownership in any Debtplacer Content (or any other intellectual property rights owned by us or licensed to us); and

(b) you will not remove, deface, change or obscure any trademark or other proprietary rights notices from any Debtplacer Content.

7.2 Restrictions

You must not use, copy, adapt, modify, create derivative content from, distribute, licence, sell, transfer, publicly display, transmit, broadcast or otherwise exploit any Debtplacer Content accessed through the Debtplacer Platform.

7.3 Licence

We grant you a limited, non-exclusive, revocable, non-transferable license (with no right to sub-licence to any person) to:

(a) download and use our mobile application on your device(s); and

(b) access and view all Debtplacer Content made available through the Debtplacer Platform solely for the purpose of you using the Debtplacer Platform.

This licence is revocable by us at any time if you are in breach of these Terms.

8. Disclaimer

You acknowledge and agree that we provide the Debtplacer Platform, all services related to the Debtplacer Platform and all User Content displayed on it or accessible using it, on an “as is where is” basis and that we do not give or make any representation or warranty, whether express or implied, in respect of any User Content.

This includes losses, damages and liabilities that you may suffer as a result of:

(a) the Debtplacer Platform being unavailable; or

(b) any failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in transmission unlawful third party conduct, alteration of data or unauthorised access to data; or

(d) any viruses, trojans or other malicious code; or

(e) any third party data or content which is linked from the Debtplacer Platform.

9. Limitation of liability

9.1 Meaning of terms

In these Terms, the words:

(a) ‘Related Body Corporate’ (including any plural use of these words or other grammatical form of these words) has the meaning given in section 50 of the Corporations Act 2001 (Cth); and

(b) ‘Collection Partner Party’ means, collectively, you, your personnel, your related bodies corporate and each officer, director, employee, contractor and agent of your Related Bodies Corporate.

9.2 Limitation of our liability

To the maximum extent permitted by law, you agree that we have no liability to you or to any Collection Partner Party arising under statute, contract, tort or otherwise, for any claim, expense, damage, personal injury, death or liability for loss of any description (including, without limitation, loss of profit, loss of revenue, loss of goodwill, loss of opportunity, loss of contract, loss or corruption of data and any loss arising as a result of theft) suffered by or incurred by you or to any Collection Partner Party as a direct or indirect result of or in connection with:

(a) any Collection Partner Party using the Debtplacer Platform; or

(b) any service interruption or computer or device damage due to any virus, trojan or other malicious code or software related to using the Debtplacer Platform, including any virus, trojan or other malicious code or software introduced (intentionally or unintentionally) by a Placer via any User Content of that Placer; or

(d) the entry into, performance, or breach of any contract formed between any Collection Partner Party and a Placer; or

(e) any matter, event or circumstance beyond our reasonable control; or

(f) any negligent act or omission by a Placer (or any officer, employee, contractor or agent of the Placer); or

(g) any Collection Partner Party relying on any information, statement, representation or warranty given to you by a Placer (or any officer, employee, contractor or agent of the Placer).

9.3 Extension of limitations and exclusions

You agree that the limitations and exclusions in clause 9.1 expressly extend to, and are given in favour of, our officers, employees, contractors and agents and all of our related companies.

9.4 Our maximum financial liability

To the maximum extent permitted by law, our aggregate financial liability to you and any Collection Partner Party in connection with these Terms is $1,000.00.

9.5 What you are responsible for

You are responsible for, and liable for, your acts and omissions and the acts and omissions of each other Collection Partner Party. It is your responsibility to verify and review Placer profiles, all User Content created by or on behalf of Placers and all information relating to each listed debt.

9.6 Australian Consumer Law

Nothing in these Terms excludes any liability or responsibility which cannot be excluded, restricted or modified by any contract pursuant to the Australian Consumer Law (found in Schedule 2 of the Competition and Consumer Act 2010 (Cth)). If the Australian Consumer Law specifies guarantees that apply to any service provided by us in connection with these Terms, then our liability is for a breach of any such guarantee is limited to the remedies provided for in the Australian Consumer Law, being:

(a) re-supplying the service; or

(b) payment of the cost of having the service supplied again.

10. Indemnities

You must indemnify us and each of our officers, employees, contractors and agents and each of our related companies (collectively, the Indemnified Parties) and hold the Indemnified Parties harmless against all claims, expenses, damages, liabilities, fees (including legal fees on a full indemnity basis) and losses of any description (including, without limitation, loss of profit, loss of revenue, loss of goodwill, loss of opportunity, loss of contract, loss or corruption of data and any loss arising as a result of theft) suffered by or incurred by the Indemnified Parties as a direct or indirect result of or in connection with:

(a) any breach of these Terms by any Collection Partner Party or any person you authorise to use your Collection Partner account;

(b) any improper, unlawful or unauthorised use of the Debtplacer Platform by you or any Collection Partner Party;

(d) any listed debt that you or any Collection Partner Party participate in recovering being unlawfully recovered;

(e) any failure by a Collection Partner Party to comply with applicable laws;

(f) any third party claim (including any claim by a Placer) made against the Indemnified Parties which results from your acts or omissions, or any act or omission of a Collection Partner Party, in connection with the Debtplacer Platform; and

(g) any third party claim (including any claim by a Placer) made against the Indemnified Parties which results from any of your User Content;

(h) any third party claim (including any claim by a Placer) made against the Indemnified Parties which results from your failure to comply with the Privacy Laws,

except to the extent caused by our negligence. All of the indemnities in this clause 10 survive the termination of these Terms or the expiry of the term of the Contract.

11. Authority

11.1 Your warranty of authority

You represent and warrant to us that if you are:

(a) an individual, you are at least 18 years of age and you have sufficient legal capacity to agree to these Terms and there is no statutory or other restriction which would prevent you from entering into and performing the Contract; or

(b) a partnership, the person that agrees to these Terms on behalf of the partnership has sufficient authority to do so and there is no statutory restriction, or any restriction in the applicable partnership agreement (whether written or otherwise), which would prevent the partnership from entering into and performing the Contract; or

(c) a company, each person that agrees to these Terms on behalf of the company does so with the authority specified in section 126 of the Corporations Act 2001 (Cth), or section 127 of the Corporations Act 2001 (Cth), or otherwise as a common law agent on behalf of the company and there is no statutory restriction, or any restriction in the constitution or any other constituent document of the company which would prevent the company from entering into and performing the Contract; or

(d) a trustee of a trust, each person that agrees to these Terms does so with sufficient authority (including in its capacity as trustee) and there is no statutory restriction, or any restriction in the instrument establishing the relevant trust, which would prevent the trustee from entering into and performing the Contract.

11.2 Our warranty of authority

We represent and warrant to you that we have all necessary power, authority and authorisations to enter into and perform the Contract.

12. Terms that are incorporated into this Contract by reference

You acknowledge and agree that the following terms are incorporated by reference into the Contract:

(a) our privacy policy (which can be accessed here); and

(b) our website terms and conditions (which can be accessed here).

13. Term and termination

13.1 Term

The term of the Contract commences when you first access the Debtplacer Platform, including when you create a Collection Partner account, and ends on the earlier of the following events:

(a) we terminate the Contract by notice to you; or

(b) you terminate the Contract by notice to us; or

(d) you delete your Collection Partner account.

13.2 How we can terminate

We can terminate the Contract:

(a) by giving you notice at any time and for any reason, in which case the termination will be effective:

(i) 10 days after the notification is provided; or

(ii) if you are in default of the Terms, immediately; or

(b) by deleting your Collection Partner account, in which case the termination will be effective immediately on deletion of the account.

13.3 How you can terminate

You can terminate the Contract:

(a) by giving us notice at any time and for any reason, in which case the termination will be effective 10 days after the notification is provided; or

(b) by deleting your Collection Partner account, in which case the termination will be effective immediately on deletion of the account.

13.4 Consequences of termination

If the Contract is terminated, then:

(a) you must pay to us all amounts which are due and payable (but not yet paid) as at the date of termination;

(b) your right to use the Debtplacer Platform will immediately be revoked;

(d) no party to the Contract will have any further liability to the other party, but:

(i) all rights and liabilities which have accrued as at the date of termination shall not be affected; and

(ii) you will still be liable to perform your obligations in clause 10.

14. Complaints and disputes

14.1 Complaints about Placers

If you have a complaint about a Placer, you agree to use your best efforts to resolve the dispute via direct communications with the relevant Placer. We are not responsible for administering, mediating or arbitrating complaints between Users.

14.2 Disputes

If you have a dispute with us, you agree that before commencing any legal proceedings or claim against us, you will comply with the following dispute resolution procedure:

(a) You must contact us (using the notification information set out in clause 15.2) to describe the nature of the dispute, the matters which are in dispute and the manner in which you believe the dispute can be resolved. We will use our reasonable commercial efforts to resolve the dispute with you promptly and within 10 business days after first receiving notification of the dispute from you.

(b) If we are unable to resolve the dispute by mutual agreement with the timeframe set out in clause 14.2(a), the dispute must be referred by you (or if you fail to do so, by us) to the Resolution Institute for the purposes of nominating a mediator and undertaking mediation in accordance with the Resolution Institute Mediation Rules. The costs of mediation will be borne equally by the parties (unless agreed otherwise at the relevant time).

(c) It is a condition precedent to your right and our right to commence arbitration or litigation (other than for interlocutory relief) in relation to the matter(s) in dispute that the party seeking to commence arbitration or litigation has first offered to submit the dispute to mediation in accordance with clause 14.2(b).

15. Notices

15.1 Notices given by us

We may deliver any notice or other communication to you, including serving any legal processes on you, by:

(a) sending the notice, communication or process to any address (including any email address) that you have provided to us in connection with your Collection Partner account; and

(b) any other method permitted by law.

You will be deemed to have received any notice or communication which is delivered electronically, or in person, immediately.

15.2 Notices given by you

You may deliver any notice or other communication to us by:

(a) sending the notice, communication or process to the following address:

C/- McTaggart Grant Lawyers
Level 1, 140 Bundall Road
Bundall, Qld 4217; or

(b) any other method permitted by law.

We will be deemed to have received any notice or communication which is delivered electronically immediately.

16. General terms

16.1 Assignment

You must not assign your rights under these Terms, or transfer your obligations under these Terms, to any person without our prior written consent.

16.2 Survival

Any indemnity under these Terms is independent and survives termination of this agreement. Any other term which, by its nature, is intended to survive termination of these Terms survives termination of these Terms.

16.3 Severability

A term or part of a term of these Terms that is illegal or unenforceable may be severed from these Terms and the remaining terms or parts of the term of these Terms continue in full force and effect.

16.4 Relationship

These Terms do not create a relationship of employment, trust, agency, joint venture or partnership between the parties.

17. Governing law

The Contract is governed by the laws of Queensland. We each submit irrevocably and unconditionally to the non exclusive jurisdiction of the courts of Queensland and any courts that may hear appeals from those courts.